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Canada and by international treaties.

IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER F


W. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOS
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [FIRST JOINT VENTURER NAME] (the "First Joint Venturer"), a corporation
organized and existing under the laws of the [STATE/PROVINCE], with its head
office located at:

AND: [SECOND JOINT VENTURER NAME] (the "Second Joint Venturer"), a


corporation organized and existing under the laws of the [STATE/PROVINCE],
with its head office located at:

This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively
referred to as the "Joint Venturers", for the purpose of performing: [DESCRIBE JOINT VENTURE].

WITNESSETH:

WHEREAS, the parties are desirous of forming a Joint Venture (the "Venture"), under the laws of the
State of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are
desirous of fixing and defining between themselves their respective responsibilities, interests, and
liabilities in connection with the performance of the before mentioned project; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the
Parties herein agree to constitute themselves as Joint Venturers, henceforth, "Venturers" for the purposes
before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly
sworn, do covenant, agree and certify as follows:

1. DEFINITIONS

"Affiliate" shall refer to (i) any person directly or indirectly controlling, controlled by or under common
control with another person, (ii) any person owning or controlling 10% or more of the outstanding
voting securities of such other person, (iii) any officer, director or other partner of such person and (iv)
if such other person is an officer, director, joint Venturer or partner, any business or entity for which
such person acts in any such capacity.

"Venturers" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and
admitted to the Venture.

"Internal Revenue Code", "Code" or "I.R.C." shall refer to the current and applicable Internal
Revenue Code.

"Net Profits and Net Losses" means the taxable income and loss of the Venture, except as follows:

Canada and byJoint


international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER
Venture Agreement

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reaties.
O
internatio
byCOURT
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
IN A
SUEDand

[DESCRIBE]
BECanada

The "Book" value of an asset shall be substituted for its adjusted tax basis if the two differ, but
otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax
principles.
the United States and
AUTOMATICALLY

"Project" shall refer to that certain [DESCRIBE] project known as [NAME].

"Treasury Regulations" shall refer to those regulations promulgated by the Department of the
Treasury with respect to certain provision of Internal Revenue Code.

"Percentage of Participation" shall refer to that figure set forth in Exhibit A.

2. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS


laws of
the copyrightWILL

2.1 Formation
(a) The Venturers do hereby form a joint venture pursuant to the laws of the State of
OFFENDERS

[STATE/PROVINCE] in order or the Venture to carry on the purposes for which provision is made
herein.

(b) The Ventures shall execute such certificates as may be required by the laws of the State of
[STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do
all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to
ALLby

applicable law.
Protected

2.2 Name
FORM.

The Name and style under which the Venture shall be conducted is: [DESCRIBE].
reserved.
DIGITAL

2.3 Principal place of business


The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-
locate its office from time to time or have additional offices as the Venturers may determine.
OR rights

3. PURPOSE OF THE JOINT VENTURE


COPYAll
IN HARD2002.

The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being
entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the
Project and all such other business incidental to the general purposes herein set forth.
Corporation.

4. TERM
PRODUCT

The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved
upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the
THIS Envision

Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the
Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv)
the order of a court of competent jurisdiction.
? Copyright
O ANY OTHER PARTY,

Joint Venture Agreement

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Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER
W. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOS
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

5. PERCENTAGE OF PARTICIPATION

5.1 Description
Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross
profits and their respective shares in any losses and/or liabilities that may result from the filing of a
joint bid and/or the performance of the Construction Contract, and their interests in all property and
equipment acquired and all money received in connection with the performance of the Contract shall
be as follows:

[NAME JOINT VENTURE PARTNER PERCENTAGE]

5.2 Losses
The Parties agree that in the event any losses arises out of or results from the performance of the
Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage
of participation.

5.3 Liabilities
If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or
directly connected with the Project, or the execution of any surety bonds or indemnity agreements in
connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the
other Venturer shall promptly reimburse such Venturer this excess, so that each and every member
of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its
Percentage of Participation.

5.4 Indemnities
The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses
of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided
that the provisions of this subsection shall be limited to losses that are directly connected with or arise
out of the performance of the Project and/or the execution of any bonds or indemnity agreements in
connection therewith and shall not be relate to or include any incidental, indirect or consequential
losses that may be sustained or suffered by a Party.

5.5 Duration
The Parties shall from time to time execute such bonds and indemnity agreements, including
applications there and other documents that may be necessary in connection with the performance of
the Project. Provided however, that the liability of each of the Parties under any agreements to
indemnify a surety company or surety companies shall be limited to the percentage of the total liability
assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage
of Participation.

5.6 Initial contribution of the venture


(a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be
credited with the appropriate value of such contribution in accordance with their Venture interests.

(b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to
make any further capital contributions to the Venture.

5.7 Venture interests


Upon execution of this Agreement, the Venturers shall each own the following interests in the
Venture:

Joint Venture Partner Percentage

Joint Venture Agreement

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reaties.
O
internatio
byCOURT
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
IN A

& Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER
SUEDand
BECanada

5.8 Return of capital contributions


(a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the
return of his capital contributions or any part thereof, except as otherwise provided in this Agreement.
the United States and
AUTOMATICALLY

(b) The Venturers shall not be personally liable for the return of capital contributions or any part
thereof, except as otherwise provided in this Agreement.

(c) The Venture shall not pay interest on capital contributions of any Venturer.

5.9 Allocations of net profits and losses


Subject to the provisions of this Article, the Net Profits and losses of the Venture (including any net
"book" gains of the Venture resulting from a Capital Event) shall be allocated to the Venturers in the
laws of

following priority:
the copyrightWILL

A. NET PROFITS:
OFFENDERS

(1) First, to those Venturers with negative Capital Accounts, between them in proportion to the
ratio of their negative Capital Account balances, until no Venturer has a negative Capital Account.

(2) Thereafter, to the Venturers, pro-rata, based on their respective Venture interests as set forth
in Section 5.2 hereof.
ALLby

B. NET LOSSES:
Protected

(1) Subject to the provisions of this Article VI, Net Losses of the Venture (including any net "book"
FORM.

loss of the Venture resulting from a Capital Event) shall be allocated to the Venturers, pro rata,
based upon their respective Venture interests as set forth herein.
reserved.
DIGITAL

C DISTRIBUTIONS.

Distributable Cash of the Venture shall be distributed to the Venturers, pro rata, based on their
rights

respective Venture interests as set forth herein.


OR
COPYAll

6. POLICY COMMITTEE
IN HARD2002.

6.1 Management
The management of the Joint Venture shall be conducted pursuant to policy established by the
Corporation.

Parties acting through a "Policy Committee" which is hereby established.

6.2 Votes
Except as provided in sections 6.0 and 9.0, each Party shall have a voice in the Policy Committee
PRODUCT

equal to its Percentage of Participation. For such purpose each Party is assigned the following
THIS Envision

number of votes and hereby designates the following representatives to exercise such votes:

[PARTY VOTES REPRESENTATIVES]


? Copyright

6.3 Substitution
Each Venturer may, at any time, substitute an alternative in place of any of its above-named
O ANY OTHER PARTY,

representatives by serving written notice to all the other Parties. Each Venturer's representative or
alternative representative on the Policy Committee is hereby granted and shall hereafter possess

Joint Venture Agreement

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Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER
reaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOS
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

authority to act for such Venturer on all matters of interest to it with respect to its participation in the
joint venture.

6.4 Majority vote


The Policy Committee shall determine the policy for the management of the joint venturer by majority
vote and, as used in this Agreement, a "majority vote" is defined to be any figure greater than one-half
of the authorized votes.

6.5 Powers of the Policy Committee


The Policy Committee shall have the following powers:

(a) To determine the time and place of holding its meetings and the procedures for conducting
Committee Affairs.

(b) To determine and act upon the various matters, expressly or impliedly contained in other section
of this Agreement, which require decision by the Policy Committee.

(c) To determine and act upon any other matters of joint interest to, or requiring prompt action by the
Joint Venture.

(d) To determine rental rates not specifically set out in the Additional Provisions of this Agreement for
equipment owned by the Venturers and made available for use on this project. Any equipment owned
by third parties will be invoiced to the joint venture at actual rental costs.

(e) To determine insurance reserves and reserves for other potential liabilities that may result from or
arise out of the Project work.

(f) To consider all claims and disputes of any kind between the joint venture and the Owner,
subcontractors and/or third Parties and to authorize negotiation, arbitration, litigation, and/or any other
process for their resolution and to authorize the settlement thereof.

6.6 Insurance coverage


Notwithstanding any other provisions to the contrary herein, insurance coverages and limits shall be
subject to approval of all the parties.

6.7 Duties
The Policy Committee shall generally perform its duties at a meeting at which all designated
representatives of the Parties are present, but where circumstances warrant, telephone
communication between all party representatives or their alternatives is authorized.

6.8 Salaries and expenses


Except as otherwise provided in the Additional Provisions herein, the salaries and expenses of each
of the representatives on the Committee shall be borne by the Party whom the representative has
been designated to represent and shall not be an expense to the joint venture.

7. DELEGATION OF AUTHORITY

7.1 Split of authority


The Venturers agree to a split of authority betweens themselves as follows:

[NAME] shall be the Administrative Managing Partner responsible for all bookkeeping and payroll of
the Joint Venture.
Joint Venture Agreement

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? Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by internatio
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

[NAME] shall be the Project Managing Partner in charge of the Project Work.
& Canada and by international treaties. IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER

7.2 Appointement of a General Manager


The Project Managing Partner shall appoint the General Manager through whom it shall direct charge
and supervision of all matters necessary and connected with the performance of the Contract, with
the exception of that performed by the Administrative Managing Partner.

7.3 Delegation of authority


Authority to act for and bind the Venturers in connection with any and all of the performance of the
Project may be delegated in writing by unanimous vote of the Venturers to any designated
individual(s).

8. JOINT VENTURE BANK ACCOUNTS

8.1 Deposits
All Working Capital or other funds received by the Joint Venture in connection with the performance
of the project shall be deposited in a Checking Account, set up especially for the Joint Venture, and
requiring the joint signatures of the parties for any withdrawals. Said accounts shall be kept separate
and apart from any other accounts of the Venturers.

8.2 Withdrawals
Withdrawal of funds from the Joint Venture's Joint Checking Account may be made in such amount
and by such persons as authorized by the Policy Committee.

9. ACCOUNTING AND AUDITING

9.1 Books
Separate books of accounts shall be kept by the Administrative Managing Partner of the transactions
of the Joint Venture. Any Venturer may inspect such books upon reasonable notice and at any
reasonable time.

9.2 Audits
Periodic audits may be made upon said books at such time as authorized by the Policy Committee by
persons designated by the same and copies of said audit shall be furnished to all Venturers.

Upon completion of the Project, a final audit shall be made and copies of such audit shall be
furnished to each of the parties.

9.3 Method of accounting


It is understood and agreed that the method of accounting used by the Administrative Managing
Partner and for state and federal income tax purposes shall be the cash based method and that the
accounting year shall be the calendar year.

9.4 Compensation
The Administrative Managing Partner shall receive additional compensation in the amount of 3% of
the total Project amount for the use of its data processing system and accounting, payroll and
tabulating work. Work performed by the Administrative Managing Partner's in-house counsel or
executive secretary on behalf of the Joint Venture shall be charged separately to the Joint Venture's
Joint Venture Agreement

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© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

account at a rate agreed upon by the Venturers.

Joint Venture Agreement

Page 7 of 8
© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.

10. RESOLUTION OF DISPUTES

All disputes arising out of this Joint Venture Agreement between the Venturers that is not resolvable by
good faith negotiations by the same, shall be filed in [DESCRIBE], and shall be settled by arbitration
under the rules of [DESCRIBE]. In so agreeing the parties expressly waive their right, if any, to a trial by
jury of these claims and further agree that the award of the arbitrator shall be final and binding upon them
as though rendered by a court of law and enforceable in any court having jurisdiction over the same.

11. OTHER PROVISIONS

11.1Entire agreement
This agreement constitutes the entire agreement of the parties and may not be altered, unless the
same is agreed upon in writing signed and acknowledged by the parties.

This agreement is binding upon the heirs, court appointed representatives, assigns, and successors
of the parties.

11.2Governing Law
This agreement shall be governed by the laws of the state of [STATE/PROVINCE].

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF
EXECUTION] on the date indicated below.

FIRST JOINT VENTURER SECOND JOINT VENTURER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Joint Venture Agreement

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